Stare Master: Spike's Story
by yodajax10
Summary: Seeing what Twilight went through in the episode "Stare Master", I always wondered what Spike was doing. It also includes a special song.


**NOTE: If you haven't watched the MLP episode "Stare Master" I recommend doing so before reading this story.**

Stare Master: Spike's Story

It was a beautiful day in Ponyville, and in Twilight's home, she was ready to go have tea with Zecora in the Everfree forest. Spike walked downstairs. "Oh hey, Twilight." He said. "Where are you going?" "To have tea with Zecora in the Everfree Forest." said Twilight. "Are you going to be okay?" said Spike. "The Everfree Forest is mysterious." "Don't worry, Spike." said Twilight. "I'll be fine. Besides, we've been the Everfree forest before and we got out through." "Well, if you insist." said Spike. "See ya, Spike." said Twilight as she rubbed Spike's head playfully. As Twilight left, Spike stood there for a little.

A while passed and Spike was pacing. "Don't worry, Spike. She'll be fine." said Spike to himself.

It was now sunset and Twilight wasn't back yet. "I'll just go to bed." said Spike. "Maybe she'll be back when I wake up." Spike then jumped in his little bed and began to sleep.

Spike woke up in the middle of the night. He looked and saw that Twilight wasn't in her bed. Spike started to get worried. He frantically went downstairs and saw Twilight wasn't there either. He instantly went to get a book on the Everfree forest. He looked through some pages and saw some monsters they already encountered and started to calm down. He then turned the page and saw the section the Cockatrice. He looked and it read; "_If you look in his eyes, you'll turn to stone._" Spike's eyes widened in fear. "Twilight's in danger!" He yelped as he instantly got ready to go find her. He was about to open the door to go find her but stopped when he saw Twilight. "Spike?" Twilight asked. "Oh, hi Twilight." Spike said. "How was tea with Zecora?" "I didn't even get tea with Zecora." said Twilight. "I was turned to stone by the Cockatrice and remained like that for the longest time, until Fluttershy got him to turn me back using _the stare_." Twilight giggled at that, but then looked at Spike whose eyes were widened. "Are you alright, Spike?" She asked. Spike then snapped out of it. "Uh, yeah. I'm fine." said Spike. "Why did you open the door before me?" Twilight asked. "Oh, I uh, heard something." said Spike. "But it was nothing, well goodnight!" Spike then turned to walk upstairs. Twilight looked at her shelf and saw an open book was on the floor. She looked and saw it was open on the section of the Cockatrice. Twilight then knew, Spike was worried about her.

She then saw Spike walking slowly up the stairs. "Spike," She asked. "Are you sure you're okay?" Spike then turned to Twilight with watery eyes as he instantly ran into her open arms. "Twilight," He cried. "I'm so scared, I don't want to lose you." Twilight was holding him closely to her heart. "Sssh," She said, soothingly. "It's okay, I'm here. And I promise nothing like this will happen again." "But what if it does?" said Spike, sniffing. Twilight then pulled Spike's chin up with her hoof and began to sing.

Twilight: _**Hey, don't be looking down that way.**_

_**We're gonna do great things, you'll see.**_

While singing, Twilight used her magic to give a tissue to Spike.

_**Yeah, it's in the hands of fate now, just wait now,**_

_**We've got this destiny.**_

Spike smiled at Twilight as they nuzzled.

**_My friend, you can count on me._**

Twilght then let Spike climb on her back as they looked out the window in the starry sky.

**_We won't just get by,_**

**_Hang on tight and we'll have adventures, diamonds and pearls,_**

**_We'll rescue damsels, did I mention girls? And then,_**

On 'Did I mention girls', Twilight turned to Spike smirking as he blushed.

**_I'll pick a star from the sky, and all of our dreams will come true,_**

**_1-2-3,_**

**_You can count on me._**

Spike fell asleep on Twilight's back and she walked upstairs still singing.

_**You can always count on me,**_

_**'Cause I've got lots of plans.**_

_**Just stick with me and there will be riches and magical places,**_

_**A private oasis out there in the sands, 'till then,**_

While singing, she looked at pictures of her and Spike, especially ones of when she took care of him as a baby. She smiled at Spike and used her magic to levitate him on her bed instead of his own as he was still asleep.

_**You keep on smiling through, and we will get by on what's out there for free,**_

_**You can count on me,**_

She got in bed with Spike and snuggled with him.

_**'Cause we both will get through each day,**_

_**'Cause we got this destiny,**_

_**And I know that we'll make good now,**_

_**We should now,**_

_**You can count on me.**_

Twilight then kissed Spike on the forehead and fell asleep with him.

THE END

**I hope you guys enjoyed it! The song "You Can Count On Me", is a deleted song from Disney's Aladdin written by Alan Menken. It's also the first song written after lyricist and friend of Menken, Howard Ashman passed away. **

**RIP Howard Ashman**


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